NATIXIS - Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

Components of compensation due or granted for the fiscal year ended which are subject to approval or have

been approved by the General Shareholders’ Meeting with respect to the related-party agreements and commitments procedure Amount

Comments

› NostockoptionsweregrantedtoLaurentMignonandFrançoisRiahiduringfiscalyear2018. › Based on the positive opinion of the Compensation Committee and in keeping with the principle of the admissibility of allocating performance shares to the Chief Executive Officer as part of the Senior Management Committee Long-Term IncentivePlans(SMCLTIPs),Natixis’BoardofDirectorsmadethefollowingshareallocations(2018SMCLTIP),whichareprorated fortheportionoftheyearservedinoffice: – at its meeting of May 23, 2018, 11,661 performance shares were allocated to Laurent Mignon. This means that, Laurent Mignon could receive a maximum of 13,933 shares based on performance conditions, which would be equivalent to a maximum of 0.00045% of share capital at the allocation date, – at its meeting of August 2, 2018, 13,605 performance shares were allocated to François Riahi. This means that, François Riahi could receive a maximum of 16,326 shares based on performance conditions, which would be equivalent to a maximum of 0.00052% of share capital at the allocation date. The allocated shares correspond to 20% of the gross annual fixed compensation for Laurent Mignon and François Riahi, prorated to reflect the length of time each of them served as Chief Executive Officer in 2018. › Vestingofthesesharesiscontingentuponmeetingthecontinuedservicerequirementandtheperformanceconditions,which arebasedonboththerelativeTotalShareholderReturn (TSR)achievedonNatixisstockandthefulfillmentofESRtargets. › TheperformanceofNatixissharesversustheEuroStoxxBanksindexwillbecomparedeveryyearduringthefour-yearperiod covered by the plan, i.e. fiscal years 2018, 2019, 2020 and 2021, for each of the annual tranches, each representing 25% of the shares allocated. Based on the relative performance of Natixis’ TSR compared with the average TSR of the Euro Stoxx Banks index,aratiowillbeappliedforeachannualtranche,asfollows: › The ESR targets are based on progress made over the four years covered by Natixis’ ESR performance plan, as determined byextra-financialratingagencies.Thevestingplan includesaratingscalethatcorrespondstoeachagency’sESRscores,with requirements getting stricter over the plan’s last two years. At the end of the four years, the average of the overall annual ratings shall determine the percentage of shares that vest in addition to those vesting under the TSR criteria. In the event that TSR and ESR performance is substantially above target, the percentage of shares of the annual tranche that shall vest is cappedat120%. › 30%of the shares issued to the executive corporate officer at the end of the vesting periodwill be subject to a lock-in period endingupontheterminationofhisoffice. The CEO is prohibited from using hedging or insurance strategies, both during the vesting period of components of deferredvariablecompensationandduringthelock-upperiod. It is reiterated that, at its February 19, 2014, meeting, the Board of Directors approveda change to its agreement relating to a severance payment for LaurentMignon and the establishment of a non-compete agreement. These obligations and agreements were submitted to a vote by the shareholders and approved during the Ordinary General Shareholders’ Meeting of May 20, 2014 (fifth resolution). At its meeting on February 18, 2015, the Board of Directors authorized the renewalofseverancepayaswellasthenon-competeagreementupontheChiefExecutiveOfficer’sreappointment.The correspondingcommitmentswereapprovedbytheGeneralShareholders’MeetingonMay19,2015. On May 2, 2018, the Board of Directors decided that François Riahi would, effective from his appointment as Chief Executive Officer, be entitled to the same severance payments and consideration for non-compete agreement as his predecessor,thecommitmentsforwhichwereapprovedattheMay23,2018GeneralShareholders’Meeting. Rulesforcalculatingseverancepayment: Themonthly reference compensation is equal toone-twelfthof the sumof the fixed compensationpaid in respect of the lastcalendaryearinactivityandtheaveragevariablecompensationpaidoverthelastthreecalendaryearsofactivity. Theamountofseverancepayisequalto:monthlyreferencecompensationx(12months+1monthperyearofseniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within BPCE Group. Furthermore,inlinewiththeprovisionsoftheAFEP-Medefcorporategovernancecode,therighttoabenefitiscontingent on meeting performance criteria and requirements, such as net income (Group share), ROE and the cost/income ratio reported for the two years prior to leaving the Company. Satisfaction of these criteria will be verified by the Board of Directorsasnecessary: 1. AverageNatixis net income (Group share) for the period in question equal to or higher than 75%of the expected budget average*fortheperiod; 2. AverageNatixis ROE for the period in question equal to or higher than 75%of the expected budget average* for the period; 3. Natixis’cost/incomeratiolessthan75%atthetimeofleaving (lasthalf-yearclosed). The amount of the payment shall be determined based on the number of performance criteriamet: › ifonecriterionismet:33%oftheagreedpayment; › ifnoneofthecriteriaismet:nopaymentwillbemade. As a reminder, the amount of the Chief Executive Officer’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24months of monthly reference compensation Non-compete indemnity in the event of termination of the Chief Executive Officer’s office. The non-compete agreement is limited to a period of six months and carries an indemnity equal to six months of fixed compensation,asinforceonthedateonwhichtheChiefExecutiveOfficerleavesoffice. The amount of the non-compete indemnity, together with the severance payment, if applicable, received by the Chief ExecutiveOfficeriscappedattwenty-four(24)monthsofthemonthlyreferencecompensation(bothfixedandvariable). Upon the departure of the Chief Executive Officer, the Board of Directors must make a decision regarding whether to enforcethenon-competeclauseprovidedforunderthisagreement. › ifallthreecriteriaaremet:100%oftheagreedpayment; › iftwocriteriaaremet:66%oftheagreedpayment; – performance below 90%: no vesting of shares allocated out of the annual tranche; – performance equal to 90%: 80% of the shares of the annual tranche shall vest; – performance equal to 100%: 100% of the shares of the annual tranche shall vest; – performance equal to 120%: 110% of the shares of the annual tranche shall vest. The ratio varies in a linear manner between each performance category.

Allocation of stock options/performance shares and any other long- termcompensation

11,661 shares allocated to Laurent Mignon 13,605 shares allocated to François Riahi

Ban on hedging

Contract termination payment: severance payment/non-compete payment

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COMPENSATION

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NATIXIS 2019 MEETING NOTICE

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